<PAGE>
[LOGO]
455 EAST ILLINOIS STREET SUITE 565 CHICAGO, ILLINOIS 60611
August 21, 1996
Dear Shareholder:
You are invited to attend the Annual Meeting of Shareholders which will be
held at 10:00 A.M. Chicago time on Tuesday, October 15, 1996, at the Sheraton
Chicago Hotel & Towers, 301 East North Water Street, Ballroom Level, Chicago,
Illinois. Please read the accompanying Notice of Annual Meeting of Shareholders
and Proxy Statement at your earliest convenience.
Matters scheduled for consideration at this meeting are: (1) election of
eight (8) Trustees; (2) ratification of Arthur Andersen LLP as independent
auditors for fiscal 1997; and (3) transaction of other business as may properly
come before the meeting or any adjournment thereof. The accompanying Notice and
Proxy Statement contain details on these matters.
I look forward to seeing those shareholders who are able to personally
attend the meeting. However, it is important that your shares be represented at
the meeting whether or not you attend in person. Accordingly, please sign, date
and return the enclosed proxy card promptly. If you attend the meeting, you may
revoke your proxy and vote in person.
Sincerely,
/s/ CHARLES R. GARDNER
Charles R. Gardner
PRESIDENT
<PAGE>
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 15, 1996
------------------------
AT SHERATON CHICAGO HOTEL & TOWERS
301 EAST NORTH WATER STREET, BALLROOM LEVEL
CHICAGO, ILLINOIS
August 21, 1996
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of The Chicago Dock and Canal Trust will
be held at 10:00 A.M. Chicago time on Tuesday, October 15, 1996, at the Sheraton
Chicago Hotel & Towers, 301 East North Water Street, Ballroom Level, Chicago,
Illinois for the following purposes:
(1) To elect eight (8) Trustees to hold office until the next Annual
Meeting of Shareholders and until their successors are elected and
qualified.
(2) To ratify Arthur Andersen LLP as independent auditors for fiscal
1997.
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Trustees has fixed Monday, August 19, 1996 at the close of
business, as the record date for the determination of shareholders entitled to
receive notice of and vote at the meeting and any adjournment thereof.
Please sign, date and return the enclosed proxy card as soon as possible to
ensure representation of your shares at the meeting, whether or not you plan to
attend in person. If you attend the meeting, you may revoke your proxy and vote
your shares in person.
By order of the Board of Trustees,
/s/ MICHAEL F. CSAR
Michael F. Csar
SECRETARY
<PAGE>
THE CHICAGO DOCK AND CANAL TRUST
455 EAST ILLINOIS STREET
CHICAGO, ILLINOIS 60611
August 21, 1996
------------------------
PROXY STATEMENT
---------------------
This statement is furnished in connection with the solicitation of proxies
in the accompanying form on behalf of the Board of Trustees of The Chicago Dock
and Canal Trust (the "Trust") for use at the Annual Meeting of Shareholders to
be held at 10:00 A.M. Chicago time on Tuesday, October 15, 1996, at the Sheraton
Chicago Hotel & Towers, 301 East North Water Street, Ballroom Level, Chicago,
Illinois, for the purposes set forth in the accompanying Notice of such meeting.
The enclosed form of proxy, if executed, may nevertheless be revoked at any
time by the person giving it. A shareholder giving a proxy has the power to
revoke it at any time prior to its exercise by voting in person at the meeting,
by giving written notice to the President of the Trust or by giving a
later-dated proxy. Shares represented by a properly executed proxy will be voted
as directed by the shareholder and in the discretion of the proxies upon any
other matter properly presented to the meeting. In the absence of specific
directions, shares represented by a properly executed proxy will be voted FOR
the election of the eight (8) persons listed herein to the Board of Trustees of
the Trust; FOR the ratification of Arthur Andersen LLP as independent auditors
for fiscal 1997; and on other business that may properly come before the meeting
as the named proxies in their discretion may decide. As of the date of this
proxy statement, the Board of Trustees of the Trust has no knowledge of any
business to be presented for consideration at the Annual Meeting other than as
set forth in the accompanying Notice.
On August 19, 1996, there were 5,783,800 Common Shares of Beneficial
Interest ("shares") of the Trust outstanding and entitled to vote. Each share is
entitled to one (1) vote with respect to each matter to be voted upon. The
Trust's Declaration of Trust provides that a majority of the outstanding shares
of the Trust entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of the shareholders of the Trust, and that if
a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting shall be the act of the shareholders, unless, as to a
particular matter, the affirmative vote of more than a majority is required by
any provision of the Declaration of Trust. Pursuant to the Trust's Declaration
of Trust and as allowed by Illinois law, shares represented by proxies that
reflect abstentions or "broker non-votes" (i.e. shares held by a broker or
nominee which are represented at the meeting, with respect to which such broker
or nominee is empowered to vote on at least one proposal but not empowered to
vote on other proposals) will be counted as shares that are present for the
purposes of determining the number of shares represented at the meeting and the
presence of a quorum. Each proposal scheduled to come before the Annual Meeting
requires the affirmative vote of a majority of shares present in person or
represented by proxy at the Annual Meeting. Abstentions and broker non-votes (if
any) as to any proposal will have the same effect as votes against such
proposal.
The close of business on August 19, 1996 is the date for the determination
of shareholders of record entitled to notice of and to vote at the Annual
Meeting. The Annual Report of the Trust, including balance sheets as of April
30, 1996 and 1995, and statements of income and cash flow for the three fiscal
years ended April 30, 1996, 1995, and 1994, is enclosed with this proxy
statement. This proxy statement and the enclosed form of proxy are first being
sent to shareholders on or about August 27, 1996.
The expense of this solicitation will be borne by the Trust. Trustees,
officers and regular employees of the Trust, in the ordinary course of business
and at nominal expense, may supplement this solicitation by mail, personal call,
telephone, telegraph or letter, for which they will receive no
<PAGE>
additional compensation. Brokers, banks, or other persons holding shares in
their names or in the names of their nominees will, upon request, be reimbursed
for their actual expenses in forwarding proxies and proxy material to the
beneficial owners of such shares.
AGENDA ITEM 1
ELECTION OF TRUSTEES
The Board of Trustees of the Trust currently consists of eight (8) Trustees,
following the resignation of George A. Ranney, Jr. as a Trustee in February,
1996. In accordance with the terms of the Trust's Declaration of Trust, the
Trustees have determined to maintain the size of the Board at eight (8)
Trustees.
At the Annual Meeting, eight (8) Trustees are to be elected, to hold office
until the next Annual Meeting of Shareholders and until their successors are
elected and shall have qualified. The persons named in the accompanying proxy
intend to vote FOR the election of the nominees for Trustees named herein unless
votes are withheld in accordance with specific instructions contained in the
proxy. To be elected as a Trustee, a nominee must receive the affirmative vote
of a majority of the shares of the Trust represented and entitled to vote at the
1996 Annual Meeting. In the event that any nominee is unable or declines to
serve, which is not anticipated, the persons named in the proxy intend to vote
for such substitutes as may be selected by the Board of Trustees.
NOMINEES
<TABLE>
<CAPTION>
NAME OF NOMINEE/TRUSTEE, AGE,
PRINCIPAL OCCUPATION
SINCE APRIL 30, 1991 TRUSTEE
AND OTHER INFORMATION SINCE
- ---------------------------------------------------------------------------------- -----------
<S> <C>
Edward McCormick Blair, Jr., 54, Partner in William Blair & Company, L.L.C. ...... 1987
Peter J.P. Brickfield, 52, Lawyer; Partner in Brickfield, Burchette and Ritts,
PC. ............................................................................. 1980
Charles R. Gardner, 51, President and Chief Executive Officer of the Trust........ 1981
John S. Gates, Jr., 43, President, CenterPoint Properties Corporation (successor
to Capital and Regional Properties Corporation).................................. 1995
Ogden McC. Hunnewell, 44, President, Nordic Properties, Inc. ..................... 1993
Charles N. Seidlitz, 50, President, Bristol Associates, Inc. ..................... 1988
Nancy W. Trowbridge, 55, Lawyer; Law Offices of Nancy W. Trowbridge............... 1994
Robert E. Wood II, 58, Senior Executive Vice President, Dean Witter Discover & Co.
(successor to Dean Witter Financial Services Group).............................. 1985
</TABLE>
Nominees and Trustees of the Trust also serve as directors of the following
companies: Edward McCormick Blair, Jr.: Research Industries, Inc.; John S.
Gates, Jr.: CenterPoint Properties Corporation.
There is no family relationship among any of the Trustees or nominees listed
above nor any arrangements or understandings between any such Trustee or nominee
and any other person pursuant to which such Trustee or nominee was selected as a
Trustee or nominee.
MEETINGS AND COMMITTEES OF THE BOARD
During fiscal 1996, the Board held twelve meetings.
2
<PAGE>
The Audit Committee, consisting of Trustees Seidlitz, Chairman, Blair and
Hunnewell, held three meetings in fiscal 1996. The principal functions of the
Audit Committee are:
(i) to recommend annually to the Board for its approval the appointment of
the Trust's independent auditors, review the results of the annual audit,
monitor the Trust's compliance with the requirements under the Internal
Revenue Code of 1986, as amended, as a real estate investment trust,
review the financial controls of the Trust and consult with the auditors
on matters relating to the accounting systems and financial statements of
the Trust;
(ii) subject to appropriate review by the Board of Trustees, to review the
Trust's Annual Report on Form 10-K, the proxy statement for any annual or
special meeting of shareholders, and, to the extent from time to time
requested by the Board of Trustees or considered appropriate by the
Committee, any other documents proposed to be filed with the Securities
and Exchange Commission; and
(iii) to conduct appropriate review of all related-party transactions to
which the Trust proposes to be a party and to review all potential
conflicts of interest situations involving the Trust, Trustees and/or
officers of the Trust and to make appropriate recommendations to the
Board concerning such matters.
The Compensation Committee, consisting of Trustees Wood, Chairman, and
Brickfield (and George A. Ranney, Jr. prior to his resignation as a Trustee in
February, 1996) held four meetings in fiscal 1996. The function of the
Compensation Committee is to review and recommend the amount and form of
compensation and benefits paid to executive employees and Trustees of the Trust.
The Nominating Committee, consisting of Trustees Blair, Chairman, Brickfield
and Trowbridge, held seven meetings in fiscal 1996. The function of the
Nominating Committee is to recommend to the Board nominees for election as
Officers and Trustees. The Nominating Committee will consider candidates for
nominees as Trustees submitted by shareholders. Any shareholder who wishes to
have the Nominating Committee consider a candidate may submit the name of the
candidate to the Chairman of the Nominating Committee. A person may be nominated
for Trustee either by (i) the Board of the Trust or (ii) by one or more
shareholders by written notice of such nomination delivered to the Secretary of
the Trust not later than the close of business on the 60th day nor earlier than
the 90th day prior to the first anniversary of the preceding year's annual
meeting of Shareholders and in accordance with the Trust's Bylaws.
The Negotiating Committee consists of Trustees Gardner, Chairman, Gates,
Hunnewell, and Seidlitz. It held seven meetings in fiscal 1996. Its principal
functions are to consider major operating decisions, including significant
transactions involving the Trust, and to make recommendations in respect thereof
to the Board of Trustees.
The Stock Option Committee, consisting of all non-employee Trustees, held
two meetings in fiscal 1996 in conjunction with meetings of the Board. The
function of the Stock Option Committee is to administer the Trust's Employee
Stock Option Plans and to approve all grants of stock options under the Trust's
Employee Stock Option Plans.
The Special Committee consists of Trustees Blair, Chairman, Brickfield,
Gates, and Seidlitz, with Trustee Wood designated as an alternate to act in the
absence of any Committee member. The purpose of the Special Committee is to
provide a working group of Trustees to coordinate the Board's efforts in the
process of exploring strategic alternatives and working with the Trust's
advisors in such process. The Special Committee held two meetings in fiscal
1996.
Each of the Trustees attended 75% or more of the aggregate of (1) the total
number of meetings of the Board of Trustees and (2) the total number of meetings
of all Committees of the Board on which he or she served.
The Board of Trustees recommends that you vote FOR the election as Trustees
of each of the nominees listed above.
3
<PAGE>
AGENDA ITEM 2
APPROVAL OF APPOINTMENT OF AUDITORS
The Board of Trustees has appointed Arthur Andersen LLP as independent
auditors of the Trust for the fiscal year 1997, subject to ratification by the
shareholders. Arthur Andersen LLP has been serving as the Trust's independent
auditors since its reorganization as a real estate investment trust in 1962. A
representative of Arthur Andersen LLP will be present at the 1996 Annual Meeting
and will have the opportunity to make a statement, if he so desires, and will
also be available to respond to appropriate questions.
The Board of Trustees recommends that you vote FOR the ratification of the
appointment of Arthur Andersen LLP as auditors.
BENEFICIAL OWNERSHIP OF THE TRUST'S SHARES
At August 21, 1996, the Trust had approximately 520 holders of record of its
common shares.
Under rules of the Securities and Exchange Commission, a person is deemed to
be the beneficial owner of shares as to which such person directly or indirectly
has or shares voting or investment power and, accordingly, does not necessarily
indicate an economic interest in the shares. Beneficial ownership also includes
shares as to which the individual has the right to acquire such voting or
investment power within 60 days, for example, through the exercise of a stock
option.
The following table shows the beneficial ownership of the Trust's shares at
August 21, 1996 by (i) each person known to the Trust to be the beneficial owner
of more than 5% of the Trust's outstanding shares; (ii) each person who was an
executive officer with cash compensation in excess of $100,000 during the year;
(iii) each Trustee; (iv) all Trustees and executive officers as a group; and (v)
each nominee for election:
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND NATURE SHARES
OF BENEFICIAL (IF 1%
NAME OWNERSHIP (1) OR GREATER)
- ---------------------------------------------------------------------- ----------------- ------------
<S> <C> <C>
Private Capital Management, Inc....................................... 596,100(2) 10.31%
Bruce Sherman
3003 Tamiami Trail North
Naples, Florida 33940
United Nations Joint Staff Pension Fund............................... 566,812(3) 9.80%
United Nations
New York, New York 10017
Fred Eychaner......................................................... 533,200(4) 9.22%
c/o Newsweb Corporation
1645 West Fullerton Avenue
Chicago, Illinois 60614
Cowen & Company....................................................... 442,200(5) 7.65%
Cowen Incorporated
Joseph M. Cohen
Financial Square
New York, New York 10005
Edward McCormick Blair, Jr............................................ 19,332(6)(7) --
Peter J.P. Brickfield................................................. 19,332(6)(8) --
Charles R. Gardner.................................................... 249,263(9) 4.14%
John S. Gates, Jr..................................................... 3,392(10) --
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND NATURE SHARES
OF BENEFICIAL (IF 1%
NAME OWNERSHIP (1) OR GREATER)
- ---------------------------------------------------------------------- ----------------- ------------
<S> <C> <C>
Ogden McC. Hunnewell.................................................. 16,232(11) --
Charles N. Seidlitz................................................... 117,177(6)(12) 2.02%
David R. Tinkham...................................................... 69,295(13) 1.18%
Nancy W. Trowbridge................................................... 111,446(14) 1.92%
Robert E. Wood II..................................................... 17,532(6) --
All Trustees and Executive Officers as a Group (9 persons)............ 623,001(15) 10.09%
</TABLE>
- ------------------------
(1) Unless otherwise indicated, the shares listed are owned directly by the
indicated person and such person has sole voting and investment power as to
such shares.
(2) Mr. Sherman is President of Private Capital Management, Inc. ("PCM"). Mr.
Sherman and PCM each have shared dispositive power with respect to 596,100
shares and no voting power with respect to such shares based on information
contained in the Schedule 13D filed June 16, 1995. Mr. Sherman personally
owns no shares. The Trust has entered into a letter agreement with Mr.
Sherman and PCM which provides, among other things, that neither of them
shall acquire shares which would result in the ownership by them of more
than 638,900 shares except in accordance with the Trust's Declaration of
Trust. The letter agreement further provides that with respect to shares
owned by PCM and/or Mr. Sherman, no one person owns or will own (within the
meaning of ownership under the Internal Revenue Code and Treasury
regulations) more than 9.8% of the Trust's outstanding shares, except in
accordance with the provisions of the Trust's Declaration of Trust.
(3) The Trust has been advised that the United Nations, on behalf of the United
Nations Joint Staff Pension Fund (the "Fund"), beneficially owns and retains
sole legal power to vote and dispose of 566,812 shares. However, because
Fiduciary Company International ("Fiduciary"), the appointed investment
advisor to the Fund, often influences these decisions, dispositive and
voting power over these shares is reported as shared in the Schedule 13G
dated February 13, 1996 filed by Fiduciary. Fiduciary Trust renders
investment advice or has sole or shared voting or dispositive power on an
additional 126,904 shares.
(4) Fred Eychaner ("Eychaner") individually and on behalf of Newsweb Corporation
("Newsweb"), of which Eychaner is President and Chief Executive Officer,
filed a Schedule 13D most recently amended on June 20, 1996 reporting the
indicated attributes of beneficial ownership for the following number of
shares:
<TABLE>
<CAPTION>
EYCHANER NEWSWEB
----------- ---------------
<S> <C> <C>
Sole Voting Power............................................ 533,200 0
Shared Voting Power.......................................... 100 100
Sole Dispositive Power....................................... 533,200 0
Shared Dispositive Power..................................... 100 100
</TABLE>
On June 20, 1996, Newsweb Corporation and the Trust entered into an
agreement pursuant to which (i) the Trust agreed to provide Newsweb
Corporation with confidential information regarding the Trust for the
purposes of evaluating a possible business combination with the Trust; (ii)
Newsweb Corporation agreed to keep such information confidential, subject to
certain limited exceptions; and (iii) Newsweb Corporation agreed to refrain
from engaging in certain acquisitions relating to the shares, assets or
business of the Trust during the period beginning on such date and ending on
the earlier of (x) December 31, 1996 and (y) the date on which the Trust
shall
5
<PAGE>
disclose publicly that the Trust is no longer actively seeking or
negotiating indications of interest or offers with respect to, or otherwise
pursuing, one or more business combinations involving all or substantially
all of the shares or assets of the Trust.
(5) Cowen Incorporated is the sole general partner of Cowen & Company. Joseph M.
Cohen is a director and the Chief Executive Officer of Cowen Incorporated.
Mr. Cohen serves as the sole voting trustee of a voting trust, the corpus of
which is the voting stock of Cowen Incorporated, and thereby is the sole
controlling person of Cowen Incorporated. The Trust was advised by Cowen &
Company that, as of August 21, 1996, each of the reporting people has the
indicated attributes of beneficial ownership for the following number of
shares:
<TABLE>
<S> <C>
Sole Voting Power............................................ 88,300
Shared Voting Power.......................................... 174,900
Sole Dispositive Power....................................... 88,300
Shared Dispositive Power..................................... 353,900
</TABLE>
(6) Includes 17,332 shares subject to acquisition within 60 days by exercise of
stock options.
(7) Does not include shares held by William Blair & Company, L.L.C. in its
trading inventories, nor 3,900 shares owned by Mr. Blair's children as to
which beneficial ownership is disclaimed.
(8) Includes 2,000 shares held in an Individual Retirement Account for the
benefit of Mr. Brickfield.
(9) Includes 233,463 shares which Mr. Gardner has the right to acquire within 60
days upon exercise of stock options.
(10) Includes 2,392 shares subject to acquisition within 60 days by exercise of
stock options.
(11) Includes 10,832 shares subject to acquisition within 60 days by exercise of
stock options. Does not include 160,735 shares owned by Mr. Hunnewell's
mother, his aunt and their descendents.
(12) Includes 900 shares owned in joint tenancy with his wife.
(13) Includes 68,895 shares which Mr. Tinkham has the right to acquire within 60
days upon exercise of stock options. Does not include 1,000 shares held by
trusts for his children of which his wife is the trustee, as to which
beneficial ownership is disclaimed.
(14) Includes 87,502 shares owned by Ms. Trowbridge's mother-in-law as to which
Ms. Trowbridge and her husband each has the power to vote such shares. Also
includes 13,782 shares owned by Ms. Trowbridge's children. Does not include
10,594 shares owned by Ms. Trowbridge's husband as to which beneficial
ownership is disclaimed. Also does not include approximately 460,000 shares
held by other relatives of Ms. Trowbridge.
(15) Includes 391,478 shares which may be acquired by executive officers and
Trustees within 60 days upon exercise of stock options.
6
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table sets forth cash compensation for services in all
capacities to the Trust during the fiscal years 1994, 1995 and 1996 of each
executive officer of the Trust with cash compensation in excess of $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
--------------
STOCK OPTION
AWARDS ALL OTHER COMPENSATION
ANNUAL COMPENSATION -------------- --------------------------
FISCAL YEAR NUMBER OF DIVIDEND
ENDED APRIL -------------------- SHARES SUBJECT EQUIVALENT
NAME AND PRINCIPAL POSITION 30, SALARY BONUS TO OPTION PAYMENTS (1) OTHER (2)
- ----------------------------------------- ----------- --------- --------- -------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Charles R. Gardner, President 1996 $ 240,000 $ 75,000 88,040(3) $ 5,543 $ 9,631
and Chief Executive Officer 1995 $ 240,000 $ 50,000 45,000(4) $ 5,007 $ 9,029
1994 $ 240,000 $ 0 49,588(5) $ 12,295 $ 8,709
David R. Tinkham, Vice President 1996 $ 104,000 $ 25,000 35,924(3) $ 1,279 $ 5,352
and Chief Financial Officer 1995 $ 104,000 $ 15,000 10,000(4) $ 1,181 $ 4,962
1994 $ 104,000 $ 0 17,288(5) $ 2,979 $ 4,331
</TABLE>
- ------------------------------
(1) Dividend equivalent payments were made on certain of the vested options
granted pursuant to plans as described in the subsequent discussion of
stock options.
(2) Other compensation represents the cost of term life insurance and company
contributions under the Trust's 401(k) defined contribution plan. Does not
include the value of perquisites which total less than 10% of the stated
salaries.
(3) Includes options to acquire 20,316 and 8,804 shares issued to Messrs.
Gardner and Tinkham, respectively, on May 2, 1995 as part of base
compensation paid in fiscal 1996. Also includes options to acquire 22,724
and 12,120 issued to Messrs. Gardner and Tinkham, respectively, on February
13, 1996 as part of base compensation to be paid in fiscal 1997.
(4) Excludes options to acquire 20,316 and 8,804 shares issued to Messrs.
Gardner and Tinkham, respectively, on May 2, 1995 as part of base
compensation paid in fiscal 1996.
(5) Includes options to acquire 22,588 and 9,788 shares issued to Messrs.
Gardner and Tinkham, respectively, on April 13, 1994 as part of base
compensation paid in fiscal 1995.
7
<PAGE>
EMPLOYEE STOCK OPTIONS
The Trust has stock option plans adopted in 1982, 1986, 1988 and 1991. It
also has option agreements entered into in 1983 and 1985 with executive officers
of the Trust. Incentive Stock Options granted under the plans have terms not
exceeding 10 years and non-qualified options (as defined in the Internal Revenue
Code of 1986) granted under the plans and agreements have terms not exceeding 20
years. The options are exercisable in specified installments over the terms of
the options and entitle the grantees to purchase for cash or previously acquired
shares the number of shares specified in the options at prices equal to the fair
market value of such shares on the dates on which the options were granted. The
plans and agreements also allow for, and all options granted under the plans and
agreements prior to fiscal 1993 provide for, dividend equivalent payments equal
to the product of (i) the number of shares the grantee is eligible to purchase
as of December 31 of each year multiplied by (ii) the dividends per share paid
in the prior twelve month period. None of the options granted during fiscal
1994, 1995 or 1996 provide for dividend equivalent payments.
The Trust also has a stock option plan adopted in 1993 to facilitate the
granting of options to its executive officers in lieu of cash for a portion of
their base compensation. The options granted pursuant to the 1993 Plan are
non-qualified and have terms not exceeding 20 years. The number of shares to be
optioned in any year is calculated by dividing the amount of a participant's
base compensation payable in stock options, as determined each year by the Stock
Option Committee, by 25% of the price of the Trust's common shares on the date
the options are granted. One quarter of the total options granted in each year
become exercisable after the end of each three month period corresponding to the
time period over which the base compensation is earned. The options entitle the
grantees to purchase for cash or previously acquired shares the number of shares
specified in the options at prices equal to the fair market value of such shares
on the dates on which the options were granted.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The table below sets forth information covering options granted to each
executive officer with cash compensation in excess of $100,000.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED ANNUAL
- ----------------------------------------------------------------------------------------------- RATES OF STOCK PRICE
NUMBER OF PERCENT OF TOTAL APPRECIATION FOR
SHARES OPTIONS GRANTED EXERCISE OPTION TERM (1)
SUBJECT TO TO EMPLOYEES IN PRICE PER EXPIRATION --------------------------
NAME OPTION FISCAL YEAR SHARE DATE 5% 10%
- ------------------------------------- ----------- ----------------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
GRANTS PURSUANT TO 1991 STOCK OPTION PLAN
Charles R. Gardner................... 45,000 34% $ 10.56 2/12/2016 $ 785,647 $ 2,721,708
David R. Tinkham..................... 15,000 11% $ 10.56 2/12/2016 $ 261,882 $ 907,236
GRANTS PURSUANT TO 1993 STOCK OPTION PLAN
FISCAL 1996 COMPENSATION
Charles R. Gardner................... 20,316 15% $ 11.81 5/1/2015 $ 369,679 $ 1,374,210
David R. Tinkham..................... 8,804 7% $ 11.81 5/1/2015 $ 171,902 $ 595,518
FISCAL 1997 COMPENSATION
Charles R. Gardner................... 22,724 17% $ 10.56 2/12/2016 $ 396,734 $ 1,374,402
David R. Tinkham..................... 12,120 9% $ 10.56 2/12/2016 $ 211,601 $ 733,047
</TABLE>
- ------------------------
(1) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent on the future
performance of the shares and overall stock market conditions.
The following table shows, with respect to executive officers with cash
compensation in excess of $100,000 (1) the aggregate number of shares acquired
by exercise of stock options during the fiscal
8
<PAGE>
year ended April 30, 1996, (2) the value realized upon acquisition of those
shares, (3) the total number of shares subject to acquisition by exercise of
outstanding options at April 30, 1996 which are (a) currently exercisable and
(b) not currently exercisable and (4) the total value of unexercised in-the-
money options outstanding at April 30, 1996 based on share values at that date
which are (a) currently exercisable and (b) not currently exercisable.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT 4/30/96 AT 4/30/96
ACQUIRED ON VALUE -------------------------- --------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------- ------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Charles R. Gardner................. -- -- 222,703 197,425 $ 376,854 $ 648,270
David R. Tinkham................... -- -- 65,865 58,247 $ 126,611 $ 190,543
</TABLE>
EMPLOYMENT AGREEMENTS
The Trust has employment agreements with Mr. Gardner and Mr. Tinkham (the
"Employees"), entered into in April, 1993 which, as amended, provide for their
employment through April 30, 1998, at total annual base compensation of not less
than $300,000 and $160,000 respectively. For the period May 1, 1993 to April 30,
1996, 80% of annual base compensation was payable in cash and 20% was payable in
stock options thus resulting in a decrease in net cash compensation to the
Employees of 20% from their prior amounts. During the term of the agreements, up
to 20% of annual base compensation may, at the discretion of the Trust, be paid
in stock options rather than in cash. For the period May 1, 1996 to April 30,
1997, 20% of base compensation will be paid in stock options rather than cash.
The options are issued under the 1993 Employees' Stock Option Plan and, in
accordance with the Plan's terms, are valued at 25% of the fair value of the
Trust's common shares at the dates of grant.
Each employment agreement has provisions which become effective following
(i) the adoption of a plan of liquidation by the Board of Trustees, (ii)
termination of the employment agreement by the Trust without cause or (iii)
resignation by the employee following a change in control (as defined).
In the event of the adoption of a plan of liquidation by the Board of
Trustees of the Trust, the Trust is obligated to grant stock options (the
"Liquidation Options") to purchase 135,000 and 37,500 shares of the Trust to
Messrs. Gardner and Tinkham, respectively, at an exercise price equal to the
then fair market value of shares of the Trust. The Liquidation Options become
exercisable upon the occurrence of a change in control (as defined).
Termination of an employment agreement by the Trust without cause prior to a
change in control obligates the Trust to (i) pay the Employee his base
compensation for 36 months thereafter, (ii) pay an amount equal to the present
value of the Employee's additional pension plan benefits accrued through the
third anniversary of the date of termination, (iii) pay an amount equal to the
product of 20% times the fair market value of a common share of the Trust on the
date of termination times 135,000 and 37,500 to Messrs. Gardner and Tinkham,
respectively (unless Liquidation Options have previously been granted), (iv)
cause to vest immediately all then outstanding stock options and (v) continue to
provide all other benefits (other than pension plan benefits under the defined
benefit plans) to which the Employee would have otherwise been entitled during
the 36 month period.
If there has been a change in control (as defined) and either the Trust
terminates an employment agreement without cause or the Employee determines
that, due to changed circumstances, he is unable to effectively carry out his
duties and thereby resigns, the Trust is obligated to cause to vest immediately
all then outstanding stock options. In addition, a non-competition agreement
between the Employee and the Trust becomes effective. Each Employee will be
prohibited in connection with certain of his activities from competing with the
Trust within a three mile radius of the Trust's
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<PAGE>
property in Chicago for three years. The compensation payable by the Trust under
the non-competition agreements is as follows: (i) a payment of $930,000 and
$510,000 to Messrs. Gardner and Tinkham, respectively, (ii) an amount equal to
the present value of the Employee's additional pension plan benefits accrued
through the third anniversary of the effective date of the non-competition
agreement and (iii) an amount equal to the product of 20% times the fair market
value of a common share of the Trust on the date preceding the change in control
(as defined) times 135,000 and 37,500 to Messrs. Gardner and Tinkham,
respectively (unless Liquidation Options have previously been granted.)
PENSION PLAN INFORMATION
The Trust adopted two defined benefit retirement plans in fiscal 1987 (and
subsequently amended): (1) The Chicago Dock and Canal Trust Retirement Plan (the
"Qualified Plan"); and (2) The Chicago Dock and Canal Trust Supplemental
Executive Retirement Plan (the "Supplemental Plan"). The full cost of the
Qualified Plan and the Supplemental Plan is paid by the Trust.
The Qualified Plan is a qualified defined benefit plan pursuant to the
Internal Revenue Code which covers all employees of the Trust with at least
twelve months of continuous service. Full vesting occurs after three years of
service. It provides for monthly pensions payable after age 65 equal to one and
two thirds percent of the participant's highest average monthly compensation
over 60 consecutive months of the last 120 months of service multiplied by his
or her years of service to a maximum of 30 years less one and two thirds percent
of his or her primary social security benefit multiplied by his or her years of
service to a maximum of 30 years. There are currently 8 participants in the
Qualified Plan.
The Supplemental Plan is a non-qualified defined benefit plan which covers
executive officers of the Trust with at least three years of service who have
been designated by the Compensation Committee as participants. It provides for
annual pensions payable at age 65 equal to two percent of the participant's
highest annual earnings paid during the last five plan years of employment
multiplied by his years of service to a maximum of 30 years less amounts paid or
payable under the Qualified Plan and 100% of the participant's Social Security
benefit payable at age 65. There are currently two participants in the
Supplemental Plan: Mr. Gardner and Mr. Tinkham.
Compensation covered by the Qualified Plan and the Supplemental Plan
includes salary as shown in the Summary Compensation Table but excludes expense
reimbursements, employer contributions to benefit plans, the value of stock
option grants and dividend equivalent payments. The Supplemental Plan includes
as covered compensation the portion of base compensation paid in stock options
in lieu of cash. As of June 1, 1996, Mr. Gardner had approximately fifteen years
of credited service and Mr. Tinkham approximately fourteen years of credited
service.
The following table presents the estimated total annual benefits payable
upon retirement at age 65 to employees in the listed compensation and years of
service classifications pursuant to the Qualified Plan, the Supplemental Plan
and Social Security. Benefits payable by the Qualified Plan and Supplemental
Plan are computed on the basis of single-life annuity and are reduced by Social
Security benefits as described above.
10
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
HIGHEST
ANNUAL
COMPENSATION YEARS OF SERVICE
IN LAST 5 --------------------------------------------------
YEARS 15 20 25 30
- ------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
$ 50,000 $ 15,000 $ 20,000 $ 25,000 $ 30,000
100,000 30,000 40,000 50,000 60,000
200,000 60,000 80,000 100,000 120,000
300,000 90,000 120,000 150,000 180,000
400,000 120,000 160,000 200,000 240,000
500,000 150,000 200,000 250,000 300,000
</TABLE>
COMPENSATION OF TRUSTEES
Non-employee Trustees receive a cash fee of $500 for each Board or Committee
meeting (except meetings of the Stock Option Committee) attended not to exceed
two meetings per day. By agreement among the members, meeting fees for the
Special Committee are payable for attending a meeting in person and after a
cumulative four hours are spent participating in telephonic meetings. Trustees
are reimbursed for expenses incurred attending Board and Committee meetings and
expenses incurred in contacting shareholders with respect to matters affecting
the Trust. They also receive an annual retainer fee of $10,000, paid in cash
through April 30, 1993. For the fiscal years starting May 1, 1993, May 1, 1994
and May 1, 1995, the retainer fee was paid in stock options rather than cash.
The retainer fee for the fiscal year starting May 1, 1996 is also payable in
stock options. The stock options granted in payment of the annual retainer fees
are issued under the Trust's 1993 Trustees' Stock Option Plan (the "1993
Trustees' Plan"). Non-employee Trustees also participate in the Trust's 1988
Trustees' Stock Option Plan (the "1988 Trustees' Plan").
TRUSTEE STOCK OPTIONS
The 1988 Trustees' Plan, which was approved by the Shareholders of the
Trust, provides for the grant of stock options to non-employee Trustees of the
Trust covering an aggregate of 40,000 shares of the Trust. The 1988 Trustees'
Plan provides that each year, as of the date of election or re-election as a
Trustee at the Annual Meeting of Shareholders, each non-employee Trustee will
automatically receive an option to acquire 500 shares of the Trust at the
then-current market value, subject to a maximum of 5,000 shares per Trustee. The
options are not exercisable prior to one year after the date of grant, except in
certain circumstances, including retirement in accordance with the Trust's
policy. The exercise price is equal to the fair market value of a share on the
date the option was granted. It is payable in cash or in previously acquired
shares or a combination thereof. In fiscal 1996, options covering 500 shares,
with an exercise price of $12.50 per share, were granted under the 1988
Trustees' Plan to each non-employee Trustee of the Trust (as identified in
Agenda Item 1).
The 1993 Trustees' Plan, which was approved by the Shareholders, facilitates
the granting of options to non-employee Trustees in lieu of cash for all or a
portion of their annual retainer fee. The options granted pursuant to the 1993
Trustees' Plan are non-qualified and have terms not exceeding 20 years. The
portion of the annual retainer fee to be paid in options rather than cash is
determined each year by the Board; and in accordance with the 1993 Trustees'
Plan, the number of shares to be optioned is calculated by dividing the dollar
amount of the designated portion of the annual retainer fee by one-fourth of the
price of the Trust's common shares on the date the options are granted.
At its meeting of February 13, 1996, the Trustees unanimously voted to pay
the retainer fee for the fiscal year starting May 1, 1996 in stock options
rather than cash. Accordingly, on February 13, 1996, options to acquire 3,784
shares at $10.56 per share (the average high and low sales price on February 13,
1996 as reported by NASDAQ) were granted to each non-employee Trustee (as
identified
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<PAGE>
in Agenda Item 1). Options with respect to 946 shares vested (or will vest) and
became (or become) exercisable May 1, 1996, August 1, 1996, November 1, 1996 and
February 1, 1997 provided that the Trustee is still serving as such on those
dates.
Vesting of the trustee stock options is subject to acceleration in certain
circumstances if there is a change in control, as defined in the option
agreements.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The members of the Compensation Committee were Robert E. Wood, II, Chairman,
Peter J. P. Brickfield and George A. Ranney, Jr., prior to his resignation as a
Trustee in February, 1996. None of the Committee members (i) was, during the
prior fiscal year, an officer or employee of the Trust, (ii) was formerly an
officer of the Trust or any of its subsidiaries, (iii) had any transaction or
series of transactions with the Trust with value in excess of $60,000 or (iv) is
or ever has been indebted to the Trust.
No executive officer of the Trust served as a member of the Compensation
Committee of another entity employing a member of the Trust's Compensation
Committee.
No executive officer of the Trust served as a director of another entity,
one of whose executive officers served on the Compensation Committee of the
Trust.
No executive officer of the Trust served as a member of the Compensation
Committee of another entity, one of whose executive officers served as a Trustee
of the Trust.
COMPENSATION COMMITTEE REPORT
The Board of Trustees and the Compensation Committee believe that an
effective compensation program for executive officers and key employees should
(i) enable the Trust to compete for and to retain qualified executives, (ii)
reward operational success in a timely fashion and (iii) encourage the Trust's
executive officers to focus on increasing shareholder value. The Compensation
Committee believes that ownership of a significant equity position in the Trust
is the best means to obtain the desired focus on shareholder value and that,
over time, the executive officers can most readily be made significant
shareholders in the Trust through the executive compensation program.
With these objectives in mind, the Trust takes a two-pronged approach to
executive officer and key employee compensation: first, it pays a competitive
base salary; and second, it links both short-term and long-term incentive
compensation directly or indirectly to increases in shareholder value. It is
intended that, as their holdings of Trust stock continue to increase, executive
officers in particular will approach their responsibilities more and more like
owners of the Trust. The Trust also provides competitive health, retirement and
savings programs to all its employees.
The Committee's view that aggressive long-term incentive programs utilizing
Trust stock motivate executive performance and focus management's attention on
increasing shareholder value over the long-term is carried over to the
compensation of Board members. The non-employee members of the Board receive a
substantial portion of their compensation in options to acquire Trust stock.
The overall structure of each executive's employment arrangement was
recently amended. The amendments provide the Trust with a non-compete agreement
from each executive in the event the executive terminates employment with the
Trust or the Trust terminates the executive's employment without cause following
a change in control. The amendments also establish the value of certain amounts
payable upon the termination of an executive by the Trust without cause. The
Board of Trustees and the Compensation Committee believe that the non-compete
agreements following a change of control are potentially of significant value to
the Trust.
A. CURRENT COMPENSATION. The Trust pays competitive salaries to attract
and retain the highly qualified executive officers needed to manage the Trust.
The Committee each year has reviewed
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<PAGE>
compensation surveys of other real estate investment trusts to assure that the
Trust's salary levels are competitive. The Compensation Committee then measures
executive performance against goals and objectives established by the Board of
Trustees at the beginning of each year. These goals and objectives specify
short-term, mid-term and long-term issues which must be dealt with in order to
maximize the return on Trust assets and, therefore, the value of the Trust
shares. These issues include management operational matters, planning
requirements, and particular development and transaction opportunities. The
Trust has no formal bonus plan although bonuses have been granted from time to
time to recognize outstanding performance. In fiscal 1996, bonuses were granted
to Messrs. Gardner and Tinkham of $75,000 and $25,000, respectively.
In addition to the evaluation of management's performance in light of the
established goals and objectives, the Trust will suspend or limit annual salary
increases when operating performance of the Trust, whether due to overall market
conditions or otherwise, will not support them. Accordingly, the base salaries
of Mr. Gardner, the CEO, and Mr. Tinkham, the CFO, were not increased for
calendar 1993, 1994 or 1995 (although Mr. Tinkham's base salary was increased to
$160,000 from $130,000 starting May 1, 1996 primarily to reflect competitive
salaries of CFO's). Further, their employment contracts were amended in April of
1993 to provide that, at the option of the Trust, up to 20% of their base
compensation could be payable in stock options ("Salary Replacement Options")
rather than cash to conserve the Trust's cash for use in future development of
the Trust's land. For fiscal 1997, 20% of the base salaries of Mr. Gardner and
Mr. Tinkham will also be payable in stock options.
The Salary Replacement Options are granted pursuant to the Trust's 1993
Employees' Stock Option Plan. The Plan is administered by the Stock Option
Committee, which, in conjunction with the Compensation Committee, annually
determines the portion of an employee's base compensation for any fiscal year,
up to 20%, to be paid in Salary Replacement Options rather than cash. That
determination is made primarily on the basis of current and projected cash needs
and resources of the Trust. Pursuant to the terms of the 1993 Plan, the number
of Salary Replacement Options granted in lieu of cash is equal to the amount of
base salary payable in options divided by one-fourth of the value of a share on
the date of grant.
The exercise price of the options shall not be less than 100% of the fair
market value of a share on the date of grant. One quarter of the total options
granted each fiscal year become exercisable at the end of each quarter of the
Trust's fiscal year. If employment terminates for any reason, rights to exercise
any option cease except for those which have become exercisable prior to the
date of termination. All options lapse after 20 years from the date of grant.
For the fiscal years beginning May 1, 1994, May 1, 1995 and May 1, 1996, 20%
of base salaries were paid (or are payable) in Salary Replacement Options. In
April, 1994, for fiscal 1995, option grants covering 22,588 and 9,788 shares
were made to Messrs. Gardner and Tinkham, respectively, in lieu of cash salary
of $60,000 and $26,000, respectively. The May, 1995 option grants covering
20,316 and 8,804 shares were made to Messrs. Gardner and Tinkham, respectively,
in lieu of cash salary of $60,000 and $26,000, respectively, to be paid in
fiscal 1996. In February, 1996, option grants covering 22,724 and 12,120 shares
were made to Messrs. Gardner and Tinkham, respectively, in lieu of cash salary
of $60,000 and $32,000, respectively, to be paid in fiscal 1997.
B. LONG-TERM INCENTIVE COMPENSATION. The Trust uses its other Stock Option
Plans as the foundation for its long-term stock-based incentive compensation
program. Options are granted, and the plans are administered, by the Stock
Option Committee, which consists of all Trustees except Mr. Gardner.
Because all of the Trust's Stock Option Plans require that options be
granted at no less than fair market value, a gain can only result if the Trust's
share price increases from the date of grant. This ties this incentive program
directly to increasing shareholder value. In the Compensation Committee's view,
stock options provide a special acknowledgement for key employees' efforts to
maximize shareholder value to date, a strong incentive to them to continue those
efforts, and, by reason of the 10 year vesting schedule, a significant incentive
for them to remain with the Trust.
13
<PAGE>
In fiscal 1996, Mr. Gardner received options to acquire 45,000 shares
pursuant to the long-term incentive stock option plans (other than Salary
Replacement Options) or 67% of the total options granted pursuant to those
plans. Mr. Tinkham received options to acquire 15,000 shares and two other Trust
employees received the balance of the options (covering 7,500 shares) granted
pursuant to those plans.
The actions of the Compensation Committee are subject to the approval of,
and have been approved by, the full Board of Trustees, excepting Mr. Gardner,
who does not participate in discussions on his own compensation.
Submitted by:
The Compensation Committee of the
Board of Trustees of The Chicago
Dock and Canal Trust
August 9, 1996
Robert E. Wood, II, Chairman
Peter J. P. Brickfield
14
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph depicts the value of a $100 investment in the Trust and
a similar investment in the Standard & Poor's 500 index and the index of all
real estate investment trusts as compiled by the National Association of Real
Estate Investment Trusts ("NAREIT") on April 30, 1991 and on each April 30 for
the succeeding five years, assuming re-investment of all dividends.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
THE TRUST 100 66 76 78 90 110
NAREIT ALL REITS 100 109 138 149 147 176
S&P 500 100 114 125 131 154 200
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE REPORTING
Section 16(a) of the Securities Exchange Act of 1934 requires the Trust's
Trustees and executive officers, and persons who own more than ten percent (10%)
of a registered class of the Trust's equity securities, to file reports of
ownership on Form 3 and changes in ownership on Form 4 or 5 with the Securities
and Exchange Commission (the "SEC") and the National Association of Securities
Dealers. Such officers, Trustees and ten percent (10%) stockholders are also
required by SEC rules to furnish the Trust with copies of all Section 16(a)
forms that they file.
Based solely on its review of copies of such reports received or written
representations from certain reporting persons, the Trust believes that all
Section 16(a) filing requirements applicable to its officers, Trustees and ten
percent (10%) stockholders during the fiscal year ended April 30, 1996 were
satisfied.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Proposals of Shareholders intended to be presented at the next Annual
Meeting of Shareholders must be received by the Trust not later than April 23,
1997 in order to be eligible for inclusion in the proxy statement and form of
proxy for that meeting.
15
<PAGE>
PROXY PROXY
THE CHICAGO DOCK AND CANAL TRUST
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE CHICAGO DOCK AND CANAL TRUST
1996 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Charles R. Gardner and Edward McCormick Blair,
Jr. as Proxies, each with the power to appoint a substitute, and hereby
authorizes each of them to represent and to vote all the shares of beneficial
interest of The Chicago Dock and Canal Trust held of record by the undersigned
on August 19, 1996 at the Annual Meeting of the Shareholders of said Trust to be
held on October 15, 1996 at 10:00 AM at the Sheraton Chicago Hotel & Towers, 301
East North Water Stret, Ballroom Level, Chicago, Illinois or any adjournment
thereof, upon the matters set forth on the reverse side of this form.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE.)
<PAGE>
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY /X/
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING MATTERS:
1. ELECTION OF TRUSTEES -- For All
For Withheld Except
NOMINEES: Edward McCormick Blair, Jr., / / / / / /
Peter J.P. Brickfield, Charles R. Gardner,
John S. Gates, Jr., Ogden McC. Hunnewell,
Charles N. Seidlitz, Nancy W. Trowbridge
and Robert E. Wood II.
*INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE LINE
THROUGH THAT NOMINEE'S NAME.
2. Proposal to ratify the appointment of For Against Abstain
Arthur Andersen LLP as independent / / / / / /
auditors for the Trust.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL PROPOSALS.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature ______________________ Date: __________________ , 1996
Signature ______________________ Date: __________________ , 1996
